第一季度業績報告 first quarterly report 2015/16consolidated financial results of the company...

(Incorporated in the Cayman Islands with limited liability)Stock Code: 8336

Telecom Digital Holdings Limited電訊數碼控股有限公司

First Quarterly Report

2015/16

Telecom Digital Holdings Limited電訊數碼控股有限公司

2015/16第一季度業績報告

(於開曼群島註冊成立的有限公司)股份代號：8336

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report.

This report, for which the directors (the “Directors”) of Telecom Digital Holdings Limited (the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange (the “GEM Listing Rules”) for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.

First Quarterly Report 2015/16 Telecom Digital Holdings Limited 01

THE FINANCIAL STATEMENTS

FIRST QUARTERLY RESULTS

The board of Directors (the “Board”) of the Company announces the condensed

consolidated financial results of the Company and its subsidiaries (collectively referred to as

the “Group”) for the three months ended 30 June 2015 (the “Period”), together with the

comparative unaudited figures for the corresponding period in 2014 as follows:

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the three months ended 30 June 2015

Three months ended 30 June

2015 2014HK$’000 HK$’000

Notes (Unaudited) (Unaudited)

Revenue 3 391,223 346,867Cost of inventories sold (288,857) (243,339)Staff costs (33,650) (27,710)Depreciation (5,562) (4,108)Other income 5 1,922 1,101Other operating expenses (44,146) (49,436)Share of results of an associate 8,192 6,397Finance costs 6 (1,275) (724)

Profit before tax 27,847 29,048Income tax expense 7 (4,534) (3,329)

Profit for the period 23,313 25,719Item that may be reclassified subsequently to profit or loss: Exchange differences arising on translating a foreign operation for the period — (121)

Other comprehensive expense for the period — (121)

Total comprehensive income for the period 23,313 25,598

Earnings per share (HK$) Basic and diluted 8 0.05 0.08

Telecom Digital Holdings Limited First Quarterly Report 2015/1602

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the three months ended 30 June 2015

Share

capital

Share

premium

Other

reserve

Translation

reserve

Legal

reserve

Retained

profit Total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

(Note a) (Note b)

1 April 2014 (Audited) 5,404 — — (112) 91 133,151 138,534

Profit for the period — — — — — 25,719 25,719

Exchange differences arising

on translation of a foreign operation — — — (121) — — (121)

Total comprehensive (expense) income

for the period — — — (121) — 25,719 25,598

Dividends — — — — — (138,000) (138,000)

Group reorganisation (5,404) — 5,404 — — — —

Issuance of ordinary shares

in connection with the listing of

shares of the Company (Note c) 1,000 99,000 — — — — 100,000

Capitalisation issue (Note d) 3,000 (3,000) — — — — —

Share issue expenses — (8,637) — — — — (8,637)

At 30 June 2014 (Unaudited) 4,000 87,363 5,404 (233) 91 20,870 117,495

1 April 2015 (Audited) 4,000 87,363 5,404 (233) 91 74,664 171,289

Profit and total comprehensive

income for the period — — — — — 23,313 23,313

At 30 June 2015 (Unaudited) 4,000 87,363 5,404 (233) 91 97,977 194,602


Notes:

(a) Other reserve represents the difference between the nominal value of the issued capital of subsidiaries

acquired pursuant to a group reorganisation over the consideration paid for acquiring these subsidiaries.

(b) In accordance with the provisions of Macau Commercial Code, the Company’s subsidiary incorporated

in Macau is required to transfer 25% of its annual net profit to a legal reserve until the balance of the

reserve reaches 50% of the subsidiary’s registered capital. Legal reserve is not distributable to

shareholders.

(c) In connection with the Company’s placing and listing, the Company issued 100,000,000 ordinary shares

of HK$0.01 each at a price of HK$1.0 each for a total consideration (before expenses) of approximately

HK$100,000,000. Dealing of the Company’s shares on the GEM of the Stock Exchange commenced on

30 May 2014.

(d) Pursuant to the written resolutions passed by the shareholders of the Company on 20 May 2014, the

Directors were authorised to capitalise a sum of HK$2,999,999.40 standing to the credit of the share

premium account of the Company by applying such sum towards the paying up in full at par a total of

299,999,940 shares for allotment and issue to the then shareholders of the Company as at 20 May

2014 in proportion to their then respective shareholdings in the Company.


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFor the three months ended 30 June 2015

1. GENERALThe Company was incorporated in the Cayman Islands as an exempted company with

limited liability under Companies Law, Chapter 22 (Law 3 of 1961, as consolidated

and revised) of the Cayman Islands. The registered office of the Company is Clifton

House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands and

the principal place of business is 19th Floor, YHC Tower, No.1 Sheung Yuet Road,

Kowloon Bay, Kowloon, Hong Kong.

The functional currency of the Company is Hong Kong dollars (“HK$”) while that of

the subsidiary established in Macau is Macau Pataca. For the purpose of presenting

the condensed consolidated financial statements, the Group adopted HK$ as its

presentation currency which is the same as the functional currency of the Company.

The Directors consider the immediate holding company is CKK Investment Limited (“CKK

Investment”) and the ultimate parent is the Cheung Family Trust.

Pursuant to a group reorganisation (the “Reorganisation”) to rationalise the structure

of the Group in preparation of the listing of the Company’s shares on the GEM of the

Stock Exchange (the “Listing”), the Company became the holding company of the

Group on 20 May 2014. Details of the Reorganisation were set out in the section

headed “History and Development — Reorganisation” of the prospectus of the

Company dated 26 May 2014 (the “Prospectus”).


The Group resulting from the Reorganisation is regarded as a continuing entity.

Accordingly, these condensed consolidated financial statements have been prepared

on the basis as if the Company has always been the holding company of the

companies comprising the Group before the completion of Reorganisation, using the

principles of merger accounting as prescribed in Accounting Guideline 5 “Merger

Accounting for Common Control Combinations” issued by the Hong Kong Institute

of Certified Public Accountants (the “HKICPA”). The condensed consolidated

statement of profit or loss and other comprehensive income including the results of

the companies comprises the Group have been prepared as if the current group

structure had been in existence throughout the corresponding period of the previous

year.

The Company is principally engaged in investment holding.

2. BASIS OF PRESENTATION AND ACCOUNTING POLICIESThe condensed consolidated financial statements have been prepared in accordance

with all applicable Hong Kong Financial Reporting Standards (“HKFRSs”), which

collectively includes all applicable individual HKFRSs, Hong Kong Accounting

Standards and interpretations, issued by the HKICPA as well as with the applicable

disclosure requirements of the GEM Listing Rules.

The accounting policies and method of computation used in the preparation of these

results are consistent with those used in the consolidated financial statements for the

year ended 31 March 2015. The Group has adopted new or revised standards,

amendments to standards and interpretations of HKFRSs which are effective for

accounting periods commencing on or after 1 April 2015. The adoption of such new

or revised standards, amendments to standards and interpretations does not have

material impact on the consolidated financial statements and does not result in

substantial changes to the Group’s accounting policies.


3. REVENUERevenue represents the amounts received and receivable for goods sold and services

provided in the normal course of business, net of discounts. An analysis of the

Group’s revenue for the period is as follows:


2015 2014

HK$’000 HK$’000

(Unaudited) % (Unaudited) %

Retail business 126,369 32.3 119,480 34.4

Distribution business 184,419 47.1 152,103 43.9

Paging and other

telecommunication

services 31,481 8.1 28,163 8.1

Operation services 48,954 12.5 47,121 13.6

Total revenue 391,223 100.0 346,867 100.0


4. SEGMENT INFORMATIONThe Group’s chief operating decision maker has been identified as the executive

directors of the Company. The information reported to the chief operating decision

maker for purposes of resource allocation and performance assessment focuses

specifically on respective businesses of the Group. The Group’s operating and

reportable segments are as follows:

Retail business — Sales of mobile phones and pre-paid SIM cards and

related services

Distribution business — Distribution of mobile phones and related services

Paging and other

telecommunication

services

— Sales of pagers and Mango Devices and provision of

paging services, maintenance services and two-

way wireless data services

Operation services — Provision of operation services

Geographical informationDuring the three months ended 30 June 2015, the Group’s operations are located in

Hong Kong and Macau (2014: Hong Kong and Macau). More than 99% of the

Group’s revenue was generated in Hong Kong and substantially all of the non-current

assets are located in Hong Kong during the Period and the corresponding period in

2014.


5. OTHER INCOME


2015 2014

HK$’000 HK$’000

(Unaudited) (Unaudited)

Bank interest income 86 45

Consultancy income 75 75

Gain on disposal of property, plant and

equipment — 1

Rental income 755 829

Warehouse storage income 97 42

Exchange gain 882 —

Others 27 109

1,922 1,101

6. FINANCE COSTS


2015 2014

HK$’000 HK$’000

(Unaudited) (Unaudited)

Interest expenses on:

— Bank borrowings and bank overdrafts wholly

repayable within five years 979 724

— Bank borrowings wholly repayable

over five years 296 —

1,275 724


7. INCOME TAX EXPENSEPursuant to the rules and regulations of the Cayman Islands and the British Virgin Islands (“BVI”), the Group is not subject to any income tax in the Cayman Islands and the BVI.

Hong Kong Profits Tax is calculated at 16.5% (2014: 16.5%) of the estimated assessable profits for the three months ended 30 June 2015.

Macau Complementary Income Tax is charged at the progressive rate on the estimated taxable profits.

8. EARNINGS PER SHAREThe calculation of the basic earnings per share attributable to the owners of the Company is based on the following data:


2015 2014HK$’000 HK$’000

(unaudited) (unaudited)

EarningsEarnings for the purpose of basic earnings per share for the period attributable to the owners of the Company 23,313 25,719

Number of sharesWeighted average number of ordinary shares for the purpose of basic earnings per share 400,000,000 334,444,444

The weighted average number of 400,000,000 ordinary shares were in issue during the Period.

The weighted average number of ordinary shares in issue during the three months ended 30 June 2014 represented 300,000,000 ordinary shares in issue before the Listing and the weighted average of 100,000,000 ordinary shares issued upon the Listing.

The dilutive earnings per share is equal to the basic earnings per share as there were no potential dilutive ordinary shares outstanding during the three months ended 30 June 2015 and 2014.


9. DIVIDENDThe Board has resolved not to declare any dividend for the three months ended 30

June 2015 (2014: Nil).

10. EVENTS AFTER REPORTING PERIOD

(a) Grant of share optionsOn 7 July 2015, the Company granted share options to the eligible participants

(the “Grantees”) pursuant to the Company’s share option scheme adopted on

20 May 2014. The share options give the Grantees the right to subscribe for a

total of 4,596,000 ordinary shares of HK$0.01 each of the Company at an

exercise price of HK$2.22 per share. Details of the share options granted are set

out in an announcement of the Company dated 7 July 2015.

(b) Acquisition of a real property for commercial useOn 14 May 2015, the Group had entered into sales and purchase agreement with

two independent third parties to purchase a real property for commercial use with

consideration of approximately HK$25,200,000. The transaction was completed on

14 July 2015.

USE OF PROCEEDS

The net proceeds from the placing were approximately HK$77.7 million, which was based

on the final placing price of HK$1.00 per share and the actual expenses on the placing and

listing of shares of the Company. As at the date of this report, approximately HK$66.7

million out of the net proceeds from the Listing has been used in the manner as stated in

the Prospectus. The unused net proceeds were placed with banks in Hong Kong as short-

term deposits. The Company intends to apply the unused net proceeds in the manner as

stated in the Prospectus.


MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

The Group maintained its market position as one of the leading comprehensive

telecommunication service providers in Hong Kong and Macau. The business segments of

the Group include (i) retail sales of mobile phones and pre-paid SIM cards and related

services; (ii) distribution of mobile phones and related services; (iii) provision of paging and

other telecommunication services; and (iv) provision of operation services to Sun Mobile

Limited (“Sun Mobile”), an associate owned as to 40% by the Group and as to 60% by

HKT Limited.

The Group will continue to focus on their core business of retail sales and distribution of

mobile phones. The Group has been actively expanding the scale of distribution of mobile

phones business. In the period under review, the revenue on distribution business increased

approximately 21.2% as compared to the corresponding period of the previous year. The

management believes that contribution from this sector to the Group’s revenue will

continue to grow in the near future. However, due to the popularity of various channels of

mobile communication, the total number of paging and Mobitex based services subscribers

was keep decreasing during the last few years. The Group keeps facing keen competition

against these communication means.


FINANCIAL REVIEW

Segment Analysis:


2015 2014HK$’000 HK$’000

(Unaudited) % (Unaudited) %

Retail business 126,369 32.3 119,480 34.4Distribution business 184,419 47.1 152,103 43.9Paging and other telecommunication services 31,481 8.1 28,163 8.1Operation services 48,954 12.5 47,121 13.6

Total revenue 391,223 100.0 346,867 100.0

RevenueThe Group’s revenue for the three months ended 30 June 2015 was approximately

HK$391,223,000 (2014: HK$346,867,000), representing an increase of 12.8% over the

corresponding period of the previous year. The increase in the Group’s revenue was mainly

due to higher revenue generated from distribution business.

For the three months ended 30 June 2015, revenue derived from retail sales and distribution

of mobile phones and related services contributed to approximately 79.4% of the Group’s

total revenue, amounting to approximately HK$310,788,000 (2014: HK$271,583,000)

which represents an increase of approximately 14.4% as compared to the corresponding

period of the previous year. Such increase was primarily due to an increase in number of

mobile phones sold in the Period. Apart from the increase in revenue from retail sales and

distribution business, revenue from provision of operation services also increased by

approximately 3.9% as compared to the three months ended 30 June 2014. Such increase

was primarily due to an increase in the number of subscribers of Sun Mobile during the

Period.


Other IncomeOther income is mainly contributed by rental income, interest and consultancy income.

Other income for the three months ended 30 June 2015 was approximately HK$1,922,000

(2014: HK$1,101,000), representing an increase of approximately 74.6% as compared to

the corresponding period of the previous year. Such increase was primarily due to increase

in interest income and exchange gain.

Other Operating ExpensesThe Group’s other operating expenses are mainly consisted of rental and building

management fees, information fees in respect of horse racing, football matches and stock

market, advertising and promotion expenses, operation fees for paging centre and customer

service centre, repair cost for pagers and Mobitex devices, roaming charges, bank charges,

audit and professional fees and other office expenses. Other operating expenses for the

three months ended 30 June 2015 were approximately HK$44,146,000 (2014:

HK$49,436,000), representing a decrease of approximately 10.7% over the corresponding

period of the previous year.

The decrease was mainly brought by the listing expenses incurred in the Listing in last year

and partly off-set by the increase in rental, building management fees and Government rent

and rate. The increase in rental expenses was mainly due to the expansion of retail shops

and increase in market rental.

Share of Results of an AssociateShare of results of an associate for the three months ended 30 June 2015 was approximately

HK$8,191,000 (2014: HK$6,397,000), representing an increase of approximately 28.0% as

compared to the corresponding period of the previous year. The amount represents our

share of net profit of Sun Mobile.

Finance CostsThere is no significant change in the Group’s bank borrowings throughout the Period. The

finance costs for the three months ended 30 June 2015 were approximately HK$1,275,000

(2014: HK$724,000).


Income Tax ExpensesIncome tax for the three months ended 30 June 2015 was approximately HK$4,534,000

(2014: HK$3,329,000), representing an increase of approximately 36.2%. The increase was

mainly due to the tax loss carried forward from previous years was utilised in last year.

Profit for the PeriodProfit for the three months ended 30 June 2015 was approximately HK$23,313,000 (2014:

HK$25,719,000), representing a decrease of approximately 9.4% as compared to the

corresponding period of the previous year. The decrease was primarily due to the decrease

in gross profit and increase in income tax expenses.

MATERIAL ACQUISITIONS OR DISPOSALS AND SIGNIFICANT INVESTMENTS

Except for purchase of a real property for commercial use in the amount of HK$25.2 million,

the Group did not make any material acquisition or disposal of subsidiaries or significant

investments during the three months ended 30 June 2015.

DIVIDEND

The Board has resolved not to declare any dividend for the three months ended 30 June

2015.

OUTLOOK

The objective of the Group is to focus on the telecommunications market in Hong Kong. It

aims to continue to enhance its service quality, strengthen its market position, increase its

market share and strengthen the brand recognition of the Group. To achieve such

objectives, the Group will continue to expand its shops network. During the period from 1

April 2015 to the date of this Report, the Group has already opened 4 new shops and it

plans to open more new retail shops in 2015. The Group believes that this will enable the

Group to enlarge its revenue and brand recognition in the telecommunication industries.


OTHER INFORMATION

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

During the Period, neither the Company nor any of its subsidiaries has purchased, sold or

redeemed any of the Company’s listed securities.

DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at 30 June 2015, the interests and short positions of the Directors and the chief

executives of the Company in the shares, underlying shares or debentures of the Company

and its associated corporations (within the meaning of Part XV of the Securities and Futures

Ordinance (the “SFO”)) (i) which were required to be notified to the Company and the

Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or

short positions which they were taken or deemed to have under such provisions of the SFO);

or (ii) which were required, pursuant to Section 352 of the SFO, to be entered in the register

referred to therein; or (iii) which were required to be notified to the Company and the Stock

Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, were as follows:

The CompanyLong Position

Name of Directors Capacity

Number of issued ordinary

shares held

Percentage of the number of shares in issue

Mr. Cheung King Shek Beneficial owner 20,000,000 5%Beneficiary of a trust (Note A) 220,000,000 55%

Mr. Cheung King Shan Beneficial owner 20,000,000 5%Beneficiary of a trust (Note A) 220,000,000 55%

Mr. Cheung King Chuen Bobby Beneficial owner 20,000,000 5%Beneficiary of a trust (Note A) 220,000,000 55%

Mr. Cheung King Fung Sunny Beneficial owner 20,000,000 5%Beneficiary of a trust (Note A) 220,000,000 55%


Note A:

The 220,000,000 shares representing 55% of the number of shares of the Company in issue are held by CKK

Investment. CKK Investment is wholly-owned by Amazing Gain Limited (“Amazing Gain”). The sole shareholder

of Amazing Gain is Asia Square Holdings Limited, which holds the shares in Amazing Gain as nominee for J.

Safra Sarasin Trust Company (Singapore) Limited (trustee of the Cheung Family Trust). The Cheung Family Trust

is a discretionary trust, the discretionary objects of which include Mr. Cheung King Shek, Mr. Cheung King

Shan, Mr. Cheung King Chuen Bobby and Mr. Cheung King Fung Sunny (collectively, the “Cheung Brothers”).

Each of the Cheung Brothers is deemed to be interested in the shares in the Company held by the Cheung

Family Trust under the SFO.

Save as disclosed above, as at 30 June 2015, none of the Directors nor chief executives of

the Company had any interests or short positions in the shares, underlying shares and

debentures of the Company and its associated corporations (within the meaning of Part XV

of the SFO) as recorded in the register required to be kept under Section 352 of the SFO or

as otherwise notified to the Company and the Stock Exchange pursuant to the Rules 5.46 to

5.67 of the GEM Listing Rules.

SHARE OPTION SCHEME

The share option scheme of the Company (the “Share Option Scheme”) was adopted by

the shareholders of the Company on 20 May 2014 which will remain in force for a period of

10 years from the effective date of the Share Option Scheme. The purpose of the Share

Option Scheme is to enable the Group to grant options to selected participants as incentives

or rewards for their contribution to the Group. The Directors consider the Share Option

Scheme, with its broadened basis of participation, will enable the Group to reward the

employees, the Directors and other selected participants for their contributions to the

Group. The principal terms of the Share Option Scheme are summarised in the section

headed “D. Share Option Scheme” in Appendix V to the Prospectus.


No share options were granted, exercised or cancelled by the Company under the Share

Option Scheme during the Period and there were no outstanding share options under the

Share Option Scheme as at 30 June 2015.

DIRECTORS’ RIGHT TO ACQUIRE SHARES

Save as disclosed above, at no time during the Period was the Company, its holding

companies, or any of its subsidiaries or fellow subsidiaries a party to any arrangement to

enable the Directors and chief executives of the Company (including their spouses and

children under 18 years of age) to hold any interest or short positions in the shares, or

underlying shares, or debentures of the Company or its associated corporations (within the

meaning of Part XV of the SFO).

DIRECTORS’ SECURITIES TRANSACTIONS

The Company has adopted the required standard of dealings as set out in Rules 5.48 to 5.67

(the “Required Standard of Dealings”) of the GEM Listing Rules as the code of conduct

governing dealings by all Directors in the securities of the Company. Specific enquiries have

been made with all Directors, who have confirmed that, during the Period, they were in

compliance with the required provisions set out in the Required Standard of Dealings. All

Directors declared that they have complied with the Required Standard of Dealings

throughout the Period.


SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at 30 June 2015, the following persons (other than Directors or chief executives of the

Company) were interested in 5% or more of the number of shares of the Company in issue

which were recorded in the register of interests required to be kept by the Company

pursuant to Section 336 of the SFO, or to be disclosed under the provisions of Divisions 2

and 3 of Part XV of the SFO and the GEM Listing Rules:

Long Position

Name of substantial shareholders Capacity/Nature of interest

Number of

issued ordinary

shares held

Percentage of

the number of

shares in issue

CKK Investment Limited

(Note A above)

Beneficial owner 220,000,000 55%

Amazing Gain Limited (Note A above) Interest in a controlled

corporation

220,000,000 55%

J. Safra Sarasin Trust Company

(Singapore) Limited (Note A above)

Trustee (other than a

bare trustee)

220,000,000 55%

Ms. Law Lai Ying Ida (Note B) Interest of spouse 240,000,000 60%

Ms. Tang Fung Yin Anita (Note B) Interest of spouse 240,000,000 60%

Ms. Yeung Ho Ki (Note B) Interest of spouse 240,000,000 60%

Note B:

Ms. Law Lai Ying Ida is the wife of Mr. Cheung King Shek. Ms. Tang Fung Yin Anita is the wife of Mr. Cheung

King Shan. Ms. Yeung Ho Ki is the wife of Mr. Cheung King Fung Sunny. Pursuant to Part XV of the SFO, each

of Ms. Law Lai Ying Ida, Ms. Tang Fung Yin Anita and Ms. Yeung Ho Ki is deemed to be interested in

240,000,000 shares which are interested by their respective husbands.


Save as disclosed above, as at 30 June 2015, the Company had not been notified by any

persons (other than Directors or chief executives of the Company) who had interests or

short positions in the shares, underlying shares and debentures of the Company which

would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part

XV of the SFO or which were recorded in the register required to be kept by the Company

under Section 336 of the SFO.

DIRECTORS’ INTERESTS IN COMPETING BUSINESS

Save as disclosed below, as at 30 June 2015, none of the Directors nor their respective close

associates had any business or interests in a business which competes or is likely to compete,

either directly or indirectly, with the business of the Group:

Name of Director Name of Company Nature of Interest Competing Business

Mr. Ho Nai Man Paul Wiyo Company Limited director and shareholder These two companies are engaged in the

business of rental of mobile data to

outbound travellers from Hong Kong as

well as inbound travelers to Hong Kong.

Accordingly, these two companies may

indirectly compete with the Group’s

business of sale of SIM cards and with Sun

Mobile’s business of provision of roaming

data services.

Youyou Mobile

Technology Limited

director and shareholder

INTERESTS OF COMPLIANCE ADVISER

As notified by the Company’s compliance adviser, Guotai Junan Capital Limited (“Guotai

Junan”), as at 30 June 2015, neither Guotai Junan nor any of its directors or employees or

close associates had any interest in the shares of the Company or any member of the Group

(including options or rights to subscribe for such securities) or otherwise in relation to the

Company which is required to be notified to the Company pursuant to Rule 6A.32 of the

GEM Listing Rules except for the compliance adviser agreement entered into between the

Company and Guotai Junan in May 2014.


CORPORATE GOVERNANCE PRACTICES

The Company has complied with the applicable code provisions of the Corporate Governance Code (the “CG Code”) contained in Appendix 15 of the GEM Listing Rules throughout the Period except the deviation mentioned in the following paragraph.

According to the Code Provision C.1.2 of the CG Code, the management shall provide all members of the Board with monthly updates. During the Period, the executive Directors and chief financial officer of the Company have provided and will continue to provide all non-executive Directors (including independent non-executive Directors) with updates on any material changes to the positions and prospects of the Company, which is considered to be sufficient to provide general updates of the Company’s performance, position and prospects to the Board and allow them to give a balanced and understandable assessment of the same to serve the purpose required by the Code Provision C.1.2.

REVIEW OF RESULTS

The audit committee of the Company (the “Audit Committee”) was established on 20 May 2014 with written terms of reference in compliance with the CG Code and are available on the websites of the Stock Exchange and the Company. The primary duties of the Audit Committee, among other things, are to make recommendations to the Board on the appointment, re-appointment and removal of external auditor; to review the financial statements and material advice in respect of financial reporting; to oversee internal control procedures of the Company; and to review arrangements for employees to raise concerns about financial reporting improprieties.

The Audit Committee comprises three independent non-executive Directors, namely, Mr. Lam Yu Lung, Mr. Hui Ying Bun and Mr. Ho Nai Man Paul. Mr. Lam Yu Lung is the chairman of the Audit Committee. The Audit Committee has reviewed the Group’s unaudited first quarterly results for the Period.

By order of the BoardTelecom Digital Holdings Limited

Cheung King ShekChairman

Hong Kong, 11 August 2015

As at the date of this report, the executive Directors are Mr. Cheung King Shek, Mr. Cheung King Fung Sunny, Ms. Mok Ngan Chu and Mr. Wong Wai Man; the non-executive Directors are Mr. Cheung King Shan and Mr. Cheung King Chuen Bobby; and the independent non-executive Directors are Mr. Hui Ying Bun, Mr. Ho Nai Man Paul and Mr. Lam Yu Lung.

The English text of this report shall prevail over the Chinese text in case of inconsistencies.

第一季度業績報告 first quarterly report 2015/16consolidated financial results of the company...

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